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6-K Filing
PLDT (PHI) 6-KCurrent report (foreign)
Filed: 27 Mar 18, 12:00am
EXHIBITS
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| Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding the following matters: |
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1 |
| a. | Press release regarding the audited consolidated financial results of PLDT Inc. as at and for the year ended December 31, 2017; |
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2 |
| b. | Acceptance of the resignation of Mr. Amado D. Valdez as representative director of the Social Security System, effective immediately; |
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| c. | Election of Mr. Emmanuel F. Dooc as representative director of the Social Security System to hold office effective immediately and for the unexpired term of his predecessor in office, Mr. Amado D. Valdez; and |
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3 |
| d. | Cash dividend declaration on the Company’s Common Stock. |
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Exhibit 1
March 27, 2018
Philippine Stock Exchange
6/F Philippine Stock Exchange Tower
28th Street corner 5th Avenue
Bonifacio Global City, Taguig City
Attention: | Mr. Jose Valeriano B. Zuño III |
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OIC - Head, Disclosure Department
Gentlemen:
In accordance with Section 17.1 (b) and Section 17.3 of the Securities Regulation Code, we submit herewith a copy of SEC Form 17-C with a press release attached thereto regarding the Company’s audited consolidated financial results as at and for the year ended December 31, 2017.
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 1 of 6
Exhibit 1
March 27, 2018
Securities & Exchange Commission
Secretariat Building, PICC Complex
Roxas Boulevard, Pasay City
Attention: | Mr. Vicente Graciano P. Felizmenio, Jr. |
Director – Markets and Securities Regulation Dept.
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with a press release attached thereto regarding the Company’s audited consolidated financial results as at and for the year ended December 31, 2017.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 2 of 6
Exhibit 1
COVER SHEET
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Company Name
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Principal Office (No./Street/Barangay/City/Town/Province)
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| Department requiring the report |
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| Secondary License Type, If Applicable | |||||||||||||||||||||
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| 17 | - | C |
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| M | S | R | D |
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COMPANY INFORMATION
| Company’s Email Address |
| Company’s Telephone Number/s |
| Mobile Number |
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| 8168534 |
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| No. of Stockholders |
| Annual Meeting |
| Fiscal Year |
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| 11,701 As of February 28, 2018 |
| Every 2nd Tuesday of June |
| December 31 |
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CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation
Name of Contact Person |
| Email Address |
| Telephone Number/s |
| Mobile Number | ||||||||
June Cheryl C. Revilla |
| jacabal@pldt.com.ph |
| 8168534 |
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Name of Contact Person |
| Email Address |
| Telephone Number/s |
| Mobile Number |
Contact Person’s Address | ||
MGO Building, Legaspi St. corner Dela Rosa St., Makati City |
Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
Page 3 of 6
Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. | March 27, 2018 | |
| Date of Report (Date of earliest event reported) | |
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2. | SEC Identification Number PW-55 | |
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3. | BIR Tax Identification No. 000-488-793 | |
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4. | PLDT Inc. | |
| Exact name of issuer as specified in its charter | |
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5. | PHILIPPINES | 6. ____________ (SEC Use Only) |
| Province, country or other jurisdiction of Incorporation | Industry Classification Code |
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7. | Ramon Cojuangco Building, Makati Avenue, Makati City | 1200 |
| Address of principal office | Postal Code |
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8. | (632) 816-8553 |
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| Issuer's telephone number, including area code | |
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9. | Not Applicable |
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| Former name or former address, if changed since last report | |
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10. | Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act
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Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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Page 4 of 6
Exhibit 1
PLDT 2017 Audited Financial Results:
Consolidated Core Income of P27.7bn
MANILA, Philippines 27th March 2018 – The Board of Directors of PLDT Inc. (“PLDT”) (PSE: TEL) (NYSE: PHI) today approved its audited financial and operating results for the full year 2017 with Consolidated Core Income amounting to P27.7 billion, Recurring Core Income of P22.3 billion and Reported Net Income of P13.4 billion. Except for some reclassifications, the audited financial results are consistent with the unaudited results disclosed on 8th March 2018.
In line with PLDT’s dividend policy, the Board declared a Final Regular Dividend of P28 per share which will be paid on 27th April 2018 to shareholders on record as of 13th April 2018. Combined with the interim regular dividend of P48 per share last August 2017, this brings the dividends per share for 2017 to P76, or 60% of 2017 Consolidated Core Income.
PLDT will file its annual report on Form 17-A for the fiscal year ended December 31, 2017 with the Philippine Securities and Exchange Commission tomorrow.
END
Page 5 of 6
This press release may contain some statements which constitute “forward-looking statements” that are subject to a number of risks and uncertainties that could affect PLDT’s business and results of operations. Although PLDT believes that expectations reflected in any forward-looking statements are reasonable, it can give no guarantee of future performance, action or events.
For further information, please contact:
Anabelle L. Chua | Melissa V. Vergel de Dios | Ramon R. Isberto |
Tel. No: 816-8213 | Tel. No: 816-8024 | Tel. No: 511-3101 |
Fax No: 844-9099 | Fax No: 810-7138 | Fax No: 893-5174 |
About PLDT
PLDT is the leading telecommunications provider in the Philippines. Through its principal business groups – fixed line and wireless– PLDT offers a wide range of telecommunications services across the Philippines’ most extensive fiber optic backbone and fixed line, and cellular network.
PLDT is listed on the Philippine Stock Exchange (PSE: TEL) and its American Depositary Shares are listed on the New York Stock Exchange (NYSE:PHI). PLDT has one of the largest market capitalizations among Philippine listed companies.
Further information can be obtained by visiting the web at www.pldt.com
Page 6 of 6
Exhibit 2
March 27, 2018
Philippine Stock Exchange
6/F Philippine Stock Exchange Tower
28th Street corner 5th Avenue
Bonifacio Global City, Taguig City
Attention: Mr. Jose Valeriano B. Zuño III
OIC - Head, Disclosure Department
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 1 of 6
Exhibit 2
March 27, 2018
Securities & Exchange Commission
Secretariat Building, PICC Complex
Roxas Boulevard, Pasay City
Attention: Mr. Vicente Graciano P. Felizmenio, Jr.
Director – Markets and Securities Regulation Dept.
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 2 of 6
Exhibit 2
COVER SHEET
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(F | O | R | M | E | R | L | Y |
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| L | O | N | G |
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D | I | S | T | A | N | C | E |
| T | E | L | E | P | H | O | N | E |
| C | O | M | P | A | N | Y) |
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Principal Office (No./Street/Barangay/City/Town/Province)
R | A | M | O | N |
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Form Type |
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| Department requiring the report |
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| Secondary License Type, If Applicable | |||||||||||||||||||||
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| 17 | - | C |
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| M | S | R | D |
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COMPANY INFORMATION
| Company’s Email Address |
| Company’s Telephone Number/s |
| Mobile Number |
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| 8168534 |
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| No. of Stockholders |
| Annual Meeting |
| Fiscal Year |
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| 11,701 As of February 28, 2018 |
| Every 2nd Tuesday of June |
| December 31 |
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CONTACT PERSON INFORMATION
The designated contact person MUST be an Officer of the Corporation
Name of Contact Person |
| Email Address |
| Telephone Number/s |
| Mobile Number | ||||||||
Ma. Lourdes C. Rausa-Chan |
| lrchan@pldt.com.ph |
| 8168553 |
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Name of Contact Person |
| Email Address |
| Telephone Number/s |
| Mobile Number |
Contact Person’s Address | ||
MGO Building, Legaspi St. corner Dela Rosa St., Makati City |
Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
Page 3 of 6
Exhibit 2
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. | March 27, 2018 | |
| Date of Report (Date of earliest event reported) | |
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2. | SEC Identification Number PW-55 | |
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3. | BIR Tax Identification No. 000-488-793 | |
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4. | PLDT Inc. | |
| Exact name of issuer as specified in its charter | |
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5. | PHILIPPINES | 6. ____________ (SEC Use Only) |
| Province, country or other jurisdiction of Incorporation | Industry Classification Code |
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7. | Ramon Cojuangco Building, Makati Avenue, Makati City | 1200 |
| Address of principal office | Postal Code |
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8. | (632) 816-8553 |
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| Issuer's telephone number, including area code | |
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9. | Not Applicable |
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| Former name or former address, if changed since last report | |
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10. | Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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Page 4 of 6
11. Item 9 (Other Events)
We disclose that at the meeting of the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) held on March 27, 2018:
1. | The Board accepted the resignation of Mr. Amado D. Valdez as representative director of the Social Security System in the Company’s Board, effective immediately. The Board conveyed their gratitude to Mr. Valdez for his invaluable contribution and wished him continued success in his other endeavours. |
The resignation of Mr. Valdez is not expected to have any significant impact on the Company’s current or future operations, financial position or results of operation.
2. | As recommended by the Governance and Nomination Committee which conducted the screening process and determined that director-nominee, Mr. Emmanuel F. Dooc, possesses all the qualifications and has none of the disqualifications for directorship, the Board elected Mr. Emmanuel F. Dooc as representative director of the Social Security System in the Company, to hold office effective immediately and for the unexpired term of his predecessor in office, Mr. Amado D. Valdez. |
Mr. Emmanuel F. Dooc, 68 years old, is the Vice Chairman of the Social Security Commission (SSC) and President and Chief Executive Officer of the Social Security System (SSS). He is a member of the Board of Directors of Union Bank of the Philippines, Inc., a PSE-listed company, a director of Philam Tower Management Corp. and Philippine Health Insurance Corporation, the Vice Chairman of the Organization, Management and Innovation of International Social Security Association (ISSA) Technical Commission, and a trustee of the Gov. Jose B. Fernandez Center Board of Advisors of the Asian Institute of Management. Prior to his appointment at SSC/SSS, he served as Commissioner of the Insurance Commission and member of the Anti-Money Laundering Council from January 2011 to November 2016. His stint in the private sector included holding the positions of Compliance Officer and General Counsel of Philam Life & General Insurance Company, Vice President for Operations Department of American International Assurance, Ltd, HK Head Office, tax lawyer at SGV and corporate secretary of several corporations.
Mr. Dooc is a recipient of various awards/recognitions, including the Baldomero B. Aguinaldo Award for Outstanding Head of Agency, Department of Finance Cluster (2016), Outstanding Bedan (2013 and 2014), Ulirang Ama Awardee for Law (2001), Most Outstanding Rotary Club President (2000), and Honorary Insurance Commissioner of the State of Louisiana, USA (2015). He obtained his Bachelor’s Degree in Education from Mabini Colleges, Bachelor of Laws Degree from San Beda College, and Teaching the Blind (Graduate Degree) from the Philippine Normal University. He also completed the Professional Certificate Course in Anti-Corruption under the International Center for Parliamentary Studies (UK), Strategic Management Program at College of Insurance (USA), Executive Management Program for Senior Government Officials at John F. Kennedy School of Government (USA), and 2015 Fall International Fellows Program
Page 5 of 6
organized by the National Association of Insurance Commissioners and the Center for
Insurance Policy and Research. He is a Fellow and Master Fellow of Life Management Institute (USA), International Fellow of National Association of Insurance Commissioners and Center for Policy and Research (USA), and Fellow of Institute of Corporate Directors.
Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PLDT INC.
By:
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
March 27, 2018
Page 6 of 6
March 27, 2018
Philippine Stock Exchange
Philippine Stock Exchange
6/F Philippine Stock Exchange Tower
28th Street corner 5th Avenue
Bonifacio Global City, Taguig City
Attention: Mr. Jose Valeriano B. Zuño III
OIC - Head, Disclosure Department
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with respect to certain discloseable events/information.
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 1 of 5
Exhibit 3
March 27, 2018
Securities & Exchange Commission
Secretariat Building, PICC Complex
Roxas Boulevard, Pasay City
Attention: Mr. Vicente Graciano P. Felizmenio, Jr.
Director – Markets and Securities Regulation Dept.
Gentlemen:
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with respect to certain discloseable events/information.
Very truly yours,
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
Page 2 of 5
Exhibit 3
COVER SHEET
SEC Registration Number | ||||||||||||
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(F | O | R | M | E | R | L | Y |
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| L | O | N | G |
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D | I | S | T | A | N | C | E |
| T | E | L | E | P | H | O | N | E |
| C | O | M | P | A | N | Y) |
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Principal Office (No./Street/Barangay/City/Town/Province)
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| M | S | R | D |
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COMPANY INFORMATION
| Company’s Email Address |
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| Mobile Number |
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| 8168534 |
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Name of Contact Person |
| Email Address CONTACT PERSON INFORMATION
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Ma. Lourdes C. Rausa-Chan |
| lrchan@pldt.com.ph |
| 8168553 |
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Name of Contact Person |
| Email Address |
| Telephone Number/s |
| Mobile Number |
Contact Person’s Address | ||
MGO Building, Legaspi St. corner Dela Rosa St., Makati City |
Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
Page 3 of 5
Exhibit 3
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
1. | March 27, 2018 | |
| Date of Report (Date of earliest event reported) | |
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2. | SEC Identification Number PW-55 | |
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3. | BIR Tax Identification No. 000-488-793 | |
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4. | PLDT Inc. | |
| Exact name of issuer as specified in its charter | |
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5. | PHILIPPINES | 6. ____________ (SEC Use Only) |
| Province, country or other jurisdiction of Incorporation | Industry Classification Code |
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7. | Ramon Cojuangco Building, Makati Avenue, Makati City | 1200 |
| Address of principal office | Postal Code |
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8. | (632) 816-8553 |
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| Issuer's telephone number, including area code | |
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9. | Not Applicable |
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| Former name or former address, if changed since last report | |
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10. | Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
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Page 4 of 5
11. Item 9 (Other Events)
We disclose that at the meeting of the Board of Directors of PLDT Inc. (respectively, the “Board” and the “Company”) held on March 27, 2018, the Board declared a final regular dividend of ₱28.00 per outstanding share of the Company’s Common Stock, payable on April 27, 2018 to the holders of record on April 13, 2018.
The cash dividend was declared out of the audited unrestricted retained earnings of the Company as at December 31, 2017, which are sufficient to cover the total amount of dividend declared.
Pursuant to the requirements of the Securities Regulation Code, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
PLDT INC.
By:
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
March 27, 2018
Page 5 of 5
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| PLDT Inc.
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By | : | /s/ Ma. Lourdes C. Rausa-Chan |
Name | : | Ma. Lourdes C. Rausa-Chan |
Title | : | Senior Vice President and Corporate Secretary |
Date: March 27, 2018